Above All Else
by Shadow051
Summary: On a day like any other, Rainbow Dash asks Fluttershy to accompany her as she heads out of town for a little while. She doesn't tell her where they are going or how long they will be gone, but says that it's a surprise. Fluttershy agrees to go, but she can't help but wonder: where are they going and what does Rainbow Dash have in mind when they get there?
1. Part 1: The Invitation

The sun slowly peeked through the window of Fluttershy's cottage, causing the yellow Pegasus to stir in her bed. She turned to her side, her pink mane covering her eyes as she did, trying to stay asleep for just a little while longer. However, she slightly opened her eyes when she heard small noises coming from beside her bed.

When she opened her eyes, she saw that a few squirrels and some small bunnies were beginning to converge by her bedside, looking up at her with hopeful eyes. When she saw them, she couldn't help but smile at them. Then, she sat up and let out a small yawn while stretching her fore-hooves.

"Okay, okay," she said softly to the small animals that were there, "I'll get you all your breakfast."

Hearing exactly what they wanted to hear, the small animals dispersed and began heading to the main room downstairs. When they were all gone, Fluttershy got out of bed and made her way to her window. When she did, she pulled back the curtains and looked out at the bright and sunny morning that greeted her. She opened the window a little and inhaled a fresh breath of the morning air, smiling as she did.

"What a beautiful day," she said to herself. Then, she stepped away from the window and began heading down the stairs to tend to the small animals that awaited her.

Downstairs, small critters of different sizes and varieties began to gather around Fluttershy's fireplace, all of them looking up at her when they saw her approaching. They all had smiles on their faces as she went from the living room to her kitchen to fetch their food. The only one who didn't seem to share the other animals' enthusiasm was a small white bunny named Angel, who looked at Fluttershy with annoyance.

"Sorry to keep you waiting," she said to the animals, but mostly to Angel, who crossed his tiny arms and tapped one of his hind legs against the hardwood floor. Clearly, he wasn't as patient as the rest of the animals there.

After a few seconds of rummaging in the kitchen, Fluttershy reappeared into the living room again. This time, she flew into the air, a big bag of food in her arms, as she entered the room. Then, she began filling up the bowls in the room with the food. She made especially sure to fill up Angel's bowl first, only because he shot her a dirty look when she entered the room.

Soon, all the animals inside the living room were properly feed. However, Fluttershy knew that her job wasn't done yet; she still had the animals outside of her cottage that needed to be fed. Wasting no time, she flew to the back door, opened it, and made her way to the stables that were behind her cottage. There, she began to feed some of the other animals that were there, like pigs and chickens, to name a few.

Several moments later, all the animals that were outside were fed and happy. When she entered her cottage again, Fluttershy felt a small rumble come from her stomach. It was at that moment that the yellow Pegasus began to realize that she, herself, was hungry.

"Now that all my wonderful animal friends are fed," she said as she flew into the kitchen again, "I guess I should eat something too."

When she was in the kitchen, Fluttershy opened the refrigerator to get something to eat. However, she was surprised to see that there wasn't a lot of food in there. Sure, there was enough to feed herself at that moment, but not enough to last her for the week.

"Looks like I need to go to the market today," she said to herself as she began to pull out a few things that she was going to eat.

After a quick breakfast, Fluttershy flew into her bedroom and pulled out a small saddlebag that she kept there. Making sure she had enough bits with her to buy the food she needed, she headed downstairs and to the front door.

"I have to go to the market for a little while," she called out to her animal friends, "I'll be back in a little while. Be good while I'm gone."

All her animal friends acknowledged her by waving at her and making small noises. Then, Fluttershy left her cottage, spread her wings and began heading toward the market in Ponyville.

When she arrived into town, she saw that most of Ponyville was already awake and active. Ponies of different sizes, shapes, and color were walking around, tending to their everyday needs. The sun was shining brightly and no clouds were visible anywhere in the sky. It was clearly a good day, Fluttershy figured, as she began making her way to the market.

When she got there, the yellow Pegasus began making her way to different stands, waiting in different lines to purchase her goods. Since she was a bit on the timid side, she didn't really complain or anything to the other ponies that were there, especially when they were too busy talking with one another to move ahead when the line started to move. Eventually, they'd move and Fluttershy was able to get her food before the stand ran out of them.

Sometime had gone by when Fluttershy had purchased all that she could afford at the moment. With her saddlebag full, the pink-mane Pegasus began to make her way back to her cottage. Because she didn't want to risk bruising any of the fresh produce she had bought, she decided to walk to her cottage instead of flying; it was safer that way, she figured.

As she trotted her way through town, she came across Ponyville Library, where one of her friends, a lavender unicorn named Twilight Sparkle, resided. When Fluttershy was in front of the library, the door slowly began to open and Twilight trotted out, her dragon assistant named Spike at her side. When the unicorn closed the door behind her, she spotted Fluttershy and called out to her.

"Hi, Fluttershy," she said with a smile on her face, "Where are you heading?"

"Hi, Twilight," Fluttershy said, "I was just heading to my cottage with the food I just bought. I've been so busy tending to my animals that I didn't realize that I didn't have any food for myself."

"I was just heading there myself." she said, "I seem to have run out of food as well for reasons I still can't figure out."

She shot Spike a glance as she finished her sentence. The little dragon couldn't help but blush as the attention was brought onto him.

"What?" he said, throwing his arms in the air, "I'm a growing dragon, you know. I can't help it if I get hungry every now and then."

Twilight and Fluttershy let out a soft giggle as the little dragon crossed his arms and let out a small huff through his nose.

"Well, I better get going," said Fluttershy, "I don't want this food to spoil."

As she began to trot away, Twilight called out to her. "Oh, Fluttershy, I almost forgot to mention something."

Stopping in her tracks, Fluttershy turned to face the lavender mare. "What is it, Twilight? Is something wrong?"

"Oh no, nothing is wrong," explained Twilight, "It's just that Rainbow Dash came into the library earlier and asked me to tell you something. She wants you to come to her house later this afternoon, when you get the chance."

"Really?" the yellow Pegasus asked, "Is there something wrong?"

"She didn't say. All she said was that she wanted you to come over."

"O-okay, I'll stop by after I drop these off at my cottage. Thanks, Twilight."

With that, Fluttershy waved goodbye to her friend and began to make her way to her cottage. As she approached the bridge that lead to the Everfree Forest, she couldn't help but wonder what it was that Rainbow Dash needed to see her about.

* * *

After going to her cottage and putting all her food away, Fluttershy found herself flying towards Rainbow Dash's home, a cloud house that floated above Ponyville. As she approached her friends' cloud home, the thought of what she needed to see her about kept floating in her mind. A pang of worry began coursing through her body as the thought that something was wrong began surfacing in her mind. However, she tried not to let herself think too much into those kinds of thoughts.

_If something was wrong, she would have told me it was an emergency,_ she thought to herself as she landed on the walk way of Rainbow's cloud home. The sound of the rainbow fountain that was there instantly took her mind off the thought that something was wrong. She didn't know why, but the sight of the rainbow fountain always put her mind at ease; a Pegasus thing, she figured.

Soon, Fluttershy trotted up the steps and to the door of the house. Then, she lightly knocked on the door with her hoof. After hearing no response, she knocked again on the door, a little harder this time, but not too hard to annoy Rainbow.

After her third try, Fluttershy decided to ring the doorbell instead. When she did, the loud chime caused her to let out a shriek; it was so loud that it was able to be heard from the outside. When she heard the loud noise, she ducked down behind the rainbow fountain, her heart beating rapidly in her chest. Slowly, she began to make her way to the door again, just in case Rainbow opened the door and saw that nopony was there.

When she got to the front steps, she heard the door beginning to open. Then, the door swung open and the cyan Pegasus stood before her, a small smile on her face.

"Hey, Fluttershy," she said, "I see you got my message from Twilight."

"Y-yes, I did," said Fluttershy, her heart still beating fast from the doorbell, "You said you wanted to see me about something?"

"I sure did," said Rainbow as she began fumbling one of her fore-hooves in her rainbow-streaked mane.

"Is everything alright?" the yellow Pegasus asked, "Is somepony hurt? Are _you_ hurt? Is there something wrong?"

Rainbow rolled her eyes and said, "No, Fluttershy, nothing is wrong."

Fluttershy let out a soft sigh of relief, "Oh, good! I was worried that something was wrong because if something _was_ wrong, I would have been here sooner or gotten here a lot faster. Still, I'm glad everything is alright."

A few seconds of awkward silence filled the air as the two Pegasi stood before each other, both at a loss for words. Soon, Fluttershy decided to break the silence first.

"So, what did you want to see me about?" she asked.

Rainbow looked to the clouds beneath her hooves, making circles in them as she did. "Well, I was wondering if you were doing anything later."

"No, I'm not doing anything," she said. However, a small though came across her mind which caused her to change her answer. "I mean, I _am_ doing something later. It's not like I'm sitting at home, doing nothing. I just don't know what I'm doing later until later comes and then I'll know if I'm doing anything or not."

The two of them stared at each other in awkward silence again. Having been rambling again, Fluttershy blushed and tried to hide herself in her pink mane, embarrassment running though her.

Shaking her head, Rainbow said, "What I mean is, I was wondering if you'd like to take a trip with me. If you weren't doing anything, that is."

Fluttershy looked at her and asked, "What kind of 'trip'?"

Rainbow looked at the ground nervously again. "Well, I was going to head out of town for a little while and was wondering if you'd like to come with me."

Fluttershy looked at the ground as well, not sure what to say. She didn't know if she should leave town without making sure her animal friends were properly prepared for her to leave. However, she didn't want to say no to a friend, especially one that she's known since they were fillies.

Soon, Fluttershy said, "I-I don't think I can go today, not without making sure my animal friends are properly prepared."

Rainbow looked at the ground and said, "Oh, I see. How about tomorrow, then? That way you can prep your animals and go with me at the same time."

Fluttershy thought about it for a second, tapping her hoof on her chin as she did. Rainbow did have a good idea; she'd be able to tend to her animals _and_ satisfy her friend at the same time.

After a few moments, Fluttershy said, "Okay, Rainbow, I can go with you tomorrow, if you don't mind.

Rainbow Dash flashed a toothy smile as she said, "Great!"

"So, when are we leaving?"

"How about we leave around noon?"

"Sure, I'll meet you here then?"

"You bet! Thanks, Fluttershy!"

Fluttershy began to make her way down the walkway of Rainbow's home when a question popped into Fluttershy's mind. "Um, Rainbow Dash, if you don't mind me asking, where exactly are we going?"

Rainbow began fumbling with her mane again, not sure of how to answer her. Fluttershy saw this and began to feel bad; she didn't want to make her friend feel uncomfortable.

"Oh, uh, if you don't want to tell me, you don't have to. I don't mind, really."

"It's not that at all," said Rainbow, "It's just that, it's...well..."

After a few more seconds of awkward silence, Rainbow decided to say the first legitimate reason she could think of, the first one that popped into her head, "It's actually...a...a surprise."

"A surprise?" asked Fluttershy.

"Yeah," said the cyan Pegasus, nervousness clearly in her tone, "A...a surprise."

Knowing that she wasn't going to say any more than that, the yellow Pegasus waved goodbye to her friend and began making her way to her cottage again.

As Fluttershy flew towards the ground, another twinge of curiosity began flowing through her body again. As she flew into the air towards the forest, two questions kept floating in her mind, causing her to slightly raise an eyebrow as she flew:

Where exactly are they going? And what exactly did Rainbow Dash have in mind when they got there?

Knowing that the answers would come in time, all Fluttershy could do at the moment was wait until tomorrow, when the two of them left to Celestia knows where.


	2. Part 2: The Journey

The next day, at around 11:30 or so, Fluttershy found herself preparing to meet up with Rainbow Dash, just as they agreed. Since she didn't know where the two of them were going or how long they were going to be gone, she had asked for Twilight and Spike to come over and watch over her animal friends while the two of them were away. When the two of them had arrived at her cottage, Fluttershy couldn't help but feel guilty; she felt that she was pulling Twilight away from her studies to help her at the last minute.

"I'm really sorry to ask you to help me on such short notice," said the yellow Pegasus, lowering her head in shame, "I didn't know we would be leaving town so soon and..."

"It's no trouble at all, Fluttershy," said Twilight as she gave her a reassuring smile, "That's what friends are for, right?"

"I know," said Fluttershy, her voice barely above a whisper, "I just feel really bad that I'm pulling you away from your studies to help me, that's all."

"No, no, it's fine," said the lavender unicorn, "I can always do my studying here. Besides, it'd be good for me to get out of the library every now and then. And with Spike helping me, it's really no trouble at all, right Spike?"

The baby dragon nodded and gave the timid Pegasus a smile. "You can count on us," he said proudly.

"Oh...okay then...I guess I should be on my way, then," said Fluttershy as she slowly made her way to the door of her cottage.

"Have fun!" said Twilight from behind her, "I can't wait to hear all about it when the two of you come back!"

Fluttershy only nodded and waved at her friend as she opened the cottage door and closed it behind her. She figured she should be happy that the two of them were going out of town for a while but the idea of not knowing where they were going and what Rainbow Dash had planned when they got there prevented the feeling from entering her mind.

Knowing that the answers would come in time, Fluttershy spread her delicate yellow wings and began to fly towards the cloud establishment that was Rainbow's home. As she took to the sky, her thoughts raced through her mind.

_I wonder where she is taking us_, she thought as continued to fly. _I'm pretty sure it's somewhere nice, but why would she only want me to go and nopony else._

Fluttershy continued to allow her thoughts to scramble in her mind as she flew over the dirt path that lead to the main part of town. All the while, the yellow Pegasus tapped a hoof on her chin, continuing to think about the situation to herself; a part of her had a bad feeling about all of this, but she tried her best to not bode ill and keep a positive outlook on it. Still, she couldn't help but feel very suspicious about the whole thing. After several moments of letting her thoughts cross her mind, she let out a small sigh.

_Oh, Fluttershy, you think too much_, she thought. _Whatever it is that Rainbow has planned, she'll tell you when she feels ready to let you know._

With that said (or rather, _un_said), she focused her mind on just getting to Rainbow's home, knowing that the answers would come in time.

Some time had passed when Fluttershy was near Rainbow Dash's home. As she approached, she saw that the cyan Pegasus in question was already waiting for her outside, sitting on the white clouds that her home was made out of. However, the closer she got to her, the more she began to notice something different about her.

Rainbow sat on her haunches, looking like she was lost in some kind of deep thought. She was staring at the sky above her home, watching as some blue jays flew past. Her mane was frazzled and a bit out of place; granted, her rainbow-streaked mane was always like that, but by the looks of it, one would think she had just rolled out of bed only five minutes ago. On her back rested a saddlebag with a rainbow lightning bolt lock on it. The moment Fluttershy's eyes rested on the bag, she began to wonder even more about their unknown destination; were they going somewhere that required them to bring things along?

When the yellow Pegasus reached her friend, Rainbow looked over at her and smiled. When she did, it was clear to Fluttershy that Rainbow hadn't gotten much sleep the night prior; the deep circles under her rose-colored eyes was clear evidence of this.

"Hey, Fluttershy," said Rainbow Dash, flashing a toothy smile at her, "Ready to go?"

"Yeah...I...I guess..." she said, her voice low and soft. Truth be told, a part of her wanted to ask Rainbow where they were going right then and there. Furthermore, she wanted to know what was in the saddlebags she wore and why it looked like she hadn't gotten any sleep. However, not wanting to feel like she was sticking her nose where it didn't belong, she decided to keep all of these questions and thoughts to herself until the time was right, if it was _ever_ right.

"Great," said the cyan Pegasus, snapping her out of her train of thought, "We better get going. We just need to make a small stop along the way before we reach our destination."

Even more suspicion aroused in Fluttershy's mind the moment she said this.

"Don't worry," said Rainbow, noticing the look on her face, "I promise we'll be back in time for you to tend to your animals."

"Oh...um...it's quite alright, actually," she said, hanging her head slightly, "I...I asked Twilight to watch over them while we were gone, since I didn't know how long we were going to be gone for."

"Not to worry," said the cyan Pegasus, "We'll only be gone for a while, nightfall at the latest."

A wave of relief overcame the timid yellow Pegasus; at least she knew how long they were going to be gone for. Now, the only question that remained was where they were going. Hoping that the answer would present itself like this one had, Fluttershy simply nodded at her best friend.

After several seconds of awkward silence, Rainbow said, "Okay, let's get going." Then, she spread her vibrant blue wings and began heading towards the sky.

Fluttershy could only look up at her friend for a second before she unfurled her own wings and began to follow. As she headed up towards the sky, she saw that Rainbow was already several feet away from her; she _was_ the fastest flyer to come out of Cloudsdale, after all. Knowing that it was only a matter of seconds before she would scold her for being too slow, Fluttershy tried her best to fly harder so she could keep up with her.

It wasn't long before the two of them were high above Ponyville, the town looking like a small foal's play set than an actual town. They saw that the residence of the town were busy minding their own business, not even noticing the two of them watching from high above. Fluttershy had looked down at the small town for only a few moments before directing her attention back to the sky; she was used to flying high, but looking down and realizing just how high they actually were made her feel very uncomfortable, scared even.

She looked up at Rainbow Dash, her rainbow mane and tail blowing freely in the breeze as she focused her attention on the skies. However, she also noticed that the saddlebags on her back were also blowing freely, much like her mane and tail. It was clearly evident that there was nothing in the saddlebag at all.

_Why does she have a saddlebag with nothing in it?_ Fluttershy asked herself. Immediately, she shook her head as if clearing her thoughts was that easy. _Maybe we're going to pick something up._

The moment that thought passed her mind, she immediately regretted thinking about it; now she began wondering what they were going to pick up. _I really need to stop thinking to myself_, she thought as she tried her best to clear her thoughts of all the questions she kept presenting to herself.

The two of them kept flying in silence, heading towards the large mountain that Canterlot resided on.

"Are we going to Canterlot?" she asked herself, watching the castle slowly getting closer and closer.

"Only for a moment," said Rainbow, causing the yellow Pegasus to let out a small _eep_ of surprise; she hadn't expected Rainbow to hear her question, let alone answer it. "We just need to pick up something there first."

"What?" she asked, her voice barely audible from where she was.

"I said we just need to pick something up there first," said Rainbow, turning her head to look at Fluttershy.

The pink-mane Pegasus said, "No...um...I meant...uh...what are we picking up...if you don't mind me asking, that is...?"

If she didn't know any better, Fluttershy could have sworn she saw Rainbow's cyan-colored cheeks turn an interesting shade of red. Immediately, she turned her head away from her and said, "You'll see."  
Fluttershy took the hint that Rainbow Dash wasn't going to tell her what they were picking up in Canterlot. However, given the way she answered, she would find out what it was in time. With that, the two of them flew in silence as they slowly approached Canterlot.

* * *

What felt like an hour had passed before the two of them arrived in the ritzy town known as Canterlot. High-class ponies walked the streets in their fancy clothing while others sat at the local cafés, drinking their upper-class beverages and munching on high-end delectable delights. When the two of them arrived, they began making their way down the cobble streets, Rainbow leading the way with Fluttershy following close behind.

The two of them walked in silence as they made their way through the busy streets. After several moments, Rainbow Dash turned and looked at Fluttershy, her cheeks still the interesting shade of red as before.

"Hey, Fluttershy," she said, feigning the best smile she could, "I just need to get what we came here for. Why don't you wait for me over there and I'll be right back." She pointed a hoof down the cobble street that was before them.

Fluttershy looked in the direction Rainbow had pointed to and raised an eyebrow.

"Um...Rainbow Dash...that's an alley..." was all she had time to say before she felt a strong force practically knock her off her hooves. Slightly disoriented, she looked around to see that Rainbow was already gone; no doubt she took off so fast that it managed to blow everything, including herself, away. However, only a split second had passed before the realization of the situation became clear to Fluttershy: Rainbow had taken off...and left her all alone.

Immediately, she began to panic; where did she go now? Exactly what was Rainbow Dash up to that she needed to be so secretive? Her heart racing and her thoughts spinning out of control, Fluttershy began looking around, her breathing beginning to intensify with every passing second.

She began galloping down the road, hoping to find her friend. Anxiety began coursing through her body as she made her way down the streets, not finding her anywhere. Soon, she did the only thing she could do: she spread her wings and began flying over the capitol city.

"Rainbow Dash?" she called out in a voice that only she could hear. She flew for a few feet before she stopped and swiveled her head back and forth, keeping an eye out for her friend.

"Rainbow?" she called out again. This time, it was a little more forced than before; the panic attack she was having was preventing her from speaking properly.

Knowing that she wasn't going to see her from where she was, she decided to ask some of the residence if they had seen where she had gone. So, she flew back down to the streets and got ready to ask if they had seen her. However, the anxiety of losing Rainbow, mixed with her natural anxiety of talking to ponies that she didn't know, prevented her from asking anypony around if they had seen the missing cyan Pegasus.

Tears began streaming down her cheeks as she started galloping down the cobble streets again. She kept her eyes on a swivel, even though the tears that were there prevented her from seeing straight. Fluttershy closed her eyes so she could wipe them with a hoof for a split second when she accidently collided with somepony.

Again disoriented, she shook her head to clear her vision. When her dizziness cleared, she was surprised and relieved, excited even, to see that it was Rainbow Dash that she had collided into.

"There you are!" she said, as she used her wings to steady herself. Then, she wrapped her arms around her friend in a tight embrace, the tears in her eyes slightly running down her cheeks. "Don't leave me like that again!"

"Geez, Fluttershy," said Rainbow, raising an eyebrow at her, "I was only gone for a few minutes. No need to get all worked up about it."

"I know...sorry," said Fluttershy as she released her from their one-sided embrace, "Why did you do that...trick me and leave me, that is...if...if you don't mind me asking...?"

Rainbow had a nervous look on her face, her cheeks turning a dark crimson as she fidgeted with her mane with a hoof. She stammered a bit, clearing her throat a few times before she could find the right words to say to her.

"Oh...um...you see, I..." she began. Then, she flashed the yellow Pegasus a smile and said, "Oh, I was just playing around, Fluttershy! I...uh...wanted to see how fast I could get this thing before you noticed I was gone...and stuff..."

The moment the words left Rainbow's mouth, Fluttershy looked at the saddlebags on her back. Immediately, she noticed that one of them wasn't as empty as it was before, but instead, had what looked like a small box inside of it, weighing it down.

"What is it?" asked Fluttershy, her voice still as low as it was before.

"Like I said, you'll see," said Rainbow as she began trotting down the road. "Now, we have to get going to our destination before it gets too late."

"'Too late?'" Fluttershy whispered, watching her friend slowly trotting away. Then, Rainbow spread her wings and took to the sky once again.

Even more confused now than before, Fluttershy spread her wings and began following her again. As they flew away from Canterlot, Fluttershy continued to try her best to keep up with the best flyer in Equestria. Unlike before, she found that keeping up with her was harder than ever. If Fluttershy didn't know any better, she could have sworn that Rainbow Dash was deliberately flying faster than before, trying her best to keep some distance between them.

As the two of them left the city, Fluttershy kept up as best as she could, all the while, her eyes fixated on the saddlebag and the box-like item inside of it.

* * *

What felt like a couple of hours had passed and the two of them had yet to reach their destination. They rested on top of clouds and in whatever cities they passed along the way, but Rainbow hadn't confirmed anything when they did. In fact, Rainbow hardly said two words to Fluttershy since they left Canterlot. The most she had said was that they were "almost there" and nothing more.

Worry and panic began taking its toll on Fluttershy as the two of them continued to fly. Had she said or did something that offended Rainbow Dash, causing her to ignore her completely? Was where they were going so secretive that she didn't want to talk to her about where it was or anything? She had agreed to herself to let the answer come when Rainbow felt the time was right, but that didn't prevent the anxiety from coursing through her timid body.

As she began to wonder if doing this in the first place was a good idea, she noticed that Rainbow Dash began to raise her altitude, going higher than before. A worried look still plastered on her face, Fluttershy followed suit, trying to keep up with the rainbow-mane Pegasus.

When she looked up, she saw that there was a blanket of clouds up ahead. The first thing that came to mind was that they were simply going to rest on the cloud for a little while and then move on.

However, the mood completely changed when Rainbow said, "Okay, Fluttershy, we're here!"

Eyes widened with surprise, Fluttershy felt her heart beginning to skip several beats. It was finally time for the moment of truth; she was about to find out where Rainbow had taken them and, more importantly, what she had planned for the two of them.

A few moments had passed when the two of them reached the small blanket of clouds. The first thing Fluttershy had realized was that this cloud in particular was a lot higher than most clouds usually were. The second thing she realized was that her wings were really sore from all the flying they had done. Upon seeing the cloud, and knowing that they had reached the end of their journey, her delicate wings began to really ache more than ever. Therefore, when the two of them landed on the cloud, Fluttershy practically collapsed on the cloud, her breathing heavy and labored.

"Are you alright?" asked Rainbow, as she sat on her haunches next to Fluttershy.

"Yeah...I...I think so..." she panted, not even finding the energy to stand herself up, "I...I guess I'm...not used to...flying so far...for so long..."

"Yeah, sorry about that," said the cyan Pegasus, "I thought the brakes in between would be helpful, but I guess they weren't. Well, we're here now and that's what's important, right?"

"Rainbow…" said Fluttershy, using what little strength she had to raise her head. Although she was still exhausted, her breathing was steady enough for her to talk without gasping for air every two words. "I'm sorry, but why did you bring us all the way up here? Why couldn't you tell me where we were going before?"

The moment she finished asking her questions, she lowered her head in shame and squeezed her eyes tightly, trying her best to hide herself in her pink mane. She didn't want Rainbow to think that she was demanding an answer out of her, but she just needed to know.

"Well..." said Rainbow, her voice softer than it usually was, "You see, Fluttershy...I didn't tell you because I wanted it to be a surprise. More importantly, I brought you here because I wanted to show you something."

Slowly opening her eyes, Fluttershy looked at Rainbow Dash, who wore a soft smile on her face and had red in her cheeks.

"Show me what?" she asked innocently, her voice barely above a whisper.

Fluttershy watched as the cyan Pegasus moved over a few paces. Then, she pointed a hoof towards the ground and said, "This."

They sat there in awkward silence for a few moments, staring into each other's eyes. Fluttershy knew that Rainbow was hinting for her to go over to the ledge of the cloud and look down, but the anxiety of what she would see when she did prevented her from moving. She tried to move towards the edge, but her legs wouldn't respond, keeping her in the same place as she was.

Rolling her eyes, Rainbow did the only thing she could do. She spread her wings and began moving the cloud so that Fluttershy could see without her having to move.

The timid Pegasus looked up at her, smiled nervously and softly said, "Thank you."

Rainbow simply shrugged her shoulders. She had a feeling something like this would happen, so she wasn't too annoyed with it. All she did was sit down next to Fluttershy and pointed in the direction she wanted her to look, her cheeks the same color crimson as before.

Slowly, Fluttershy looked over the edge of the cloud at what Rainbow had pointed at. When she did, she slowly sat up straight, her heart beating a mile a minute. She let out a soft, audible gasp and her eyes widened when her eyes locked on what she saw there.


	3. Part 3: The Confession

She thought that she had seen all the different types of creatures there were, given the fact that she tended to them most every day. However, when she looked over the ledge of the cloud, she was proven wrong on so many accounts.

Below them was the edge of Equestria, overlooking the ocean. Since it was nearly sundown, the water reflected the orange and yellow sky, glimmering with the sun and making the water sparkle like diamonds. The sounds of the waves moving made the yellow Pegasus' ears stand at full attention. However, all of this was nothing in comparison to what she saw in the water.

Breaching up and down in tune with the waves, she saw many sea creatures splashing about, from whales to dolphins and other kinds of animals that she had never seen before. It was kind of hard to see them very well from where they were, but Fluttershy didn't mind; she was just lucky she was able to see them at all. Besides, she knew that if she flew down to meet them up close, they'd probably scamper away in fear like the animals at the Grand Galloping Gala.

Rainbow Dash could see that she was speechless in delight, her eyes wide and her mouth slightly hanging open. In her head, she did a victory dance to herself; her reaction was exactly what she was hoping for. However, she managed to remain calm and collected, for the main reason she brought her here was yet to be revealed.

"So..." said the rainbow-mane Pegasus, "What do you think, Fluttershy?"

Not taking her eyes off the beautiful images that danced before her, she managed to say, "It's...it's lovely!"

"Great," said Rainbow, a smile forming on her mouth, "I knew you'd like it."

Reluctantly, Fluttershy took her eyes off of the sweet image and looked at her friend. "Did you plan all of this, Rainbow Dash?"

Her cheeks turning a small shade of red, Rainbow said, "Yeah...most of it. I needed Twilight's help with the planning. She helped me determine when the best time of day would be, how far away we should be, you know, all that science-y stuff."

Fluttershy couldn't help but let out a soft giggle.

Rainbow Dash followed suit and giggled with her friend, trying her best to muffle it with her hooves. She could feel her cheeks starting to get warmer than before as her heart began to flutter a little bit faster. When she felt the weight of the saddlebag on her back, her heart nearly skipped a beat; she still had one more thing to do, but doing it was going to be tough.

"Well, it's beautiful, Rainbow Dash," said Fluttershy, snapping the cyan Pegasus out of her thoughts, "Thank you so much for bringing me out here."

"No problem," said Rainbow, trying her best not to let the anxiety show in her voice, "What are friends for, right?"

Fluttershy gave her a gentle smile and a nod before returning her eyes to the magnificent view below. She continued to watch the water as it glistened with the light from the sun and dance with the whales as they breached the surface. She had only read about such animals, but never had the chance to witness them in action. In fact, she never thought such majestic creatures even existed; just an "old mare's tale", she figured at that time. But now, seeing such animals in action was like nothing she had ever imagined.

As Fluttershy continued to look out to the ocean, Rainbow Dash began biting down on her lip, anxiety flooding through her veins.

_Come on, Rainbow, you can do this,_ she thought to herself. _Just do it and get it over with. Nothing bad will happen as long as you're honest. That's what Twilight said, at least. Since when is she ever wrong?_

Putting a hoof to her chest, she began inhaling and exhaling softly, trying her best not to distract her friend from her gazing. Then, she nodded confidently to herself and pulled out the small box from her saddlebag with her wing. Then, she placed it underneath her wing securely and took one last breath before turning to her friend.

"Fluttershy..." she said softly, trying her best to remain calm and confident. Fluttershy heard her friend, as low as it was, and looked at her with a smile on her face. Immediately, Rainbow's heart began racing faster than it had before. In that instant, she had almost forgotten what she was going to say to her. However, she slightly shook her head to regain her focus, allowing the thoughts to come back to her.

"Fluttershy, I...well..." she said, stammering a little before saying, "There's actually...um...another reason I...well...um..."

Giving a look of concern, Fluttershy asked, "What's wrong, Rainbow? Are you alright?"

"I'm fine...I think..." she said, flicking the cloud beneath them with her hoof, "I...wanted to...well...um..."

Seeing that her method of explaining wasn't working, she took a breath and blurted out, "There's another reason I brought you here."

The moment the words left her mouth, the cyan Pegasus squeezed her eyes shut, as if she was expecting something bad to happen.

Immediately, Fluttershy began to panic, thinking that something was wrong. "What, what's wrong? Is one of the animals sick? Injured? Oh my goodness, oh my goodness. I don't think I know anything about sea creatures to help them. I mean, I read about them some time ago, but I never had the chance to..."

Before she could finish her train of thought, she was interrupted by Rainbow putting a hoof over her mouth, signaling her to stop. "It has nothing to do with the animals," she said, her eyes clearly telling her that something was bothering her.

After Rainbow lowered her hoof from her mouth, Fluttershy lowered her head and said, "Oh, I'm...I'm sorry."

Letting out a sigh, Rainbow said, "It's alright."

Silence had dawned between them for a while. The sounds of the whales singing and the water splashing against them were the only things making noise at this point. After a seemingly long moment, Rainbow began inhaling and exhaling, as she did before. However, Fluttershy saw her doing it this time and gave another look of concern.

"Are you okay, Rainbow Dash?" she asked innocently, "You seem nervous about something. Is everything alright?"

Taking one last breath of air, Rainbow Dash said, "Like I was saying...there's another reason I brought you out here..."

Sitting on her haunches, Fluttershy looked at her and asked, "What?"

Then, Rainbow turned to the yellow Pegasus, a serious look on her face. When she did, she extended her wing to place the small box from earlier into her hooves. Fluttershy could only stare at the small jewelry box, her heart beating faster than before. She had wondered what was in it and for whom it was for, but now, seeing that Rainbow was giving it to her, her own anxiety began to sky rocket.

"Fluttershy..." said Rainbow, trying to keep herself calm, "I've known you for a very long time and...well...it...it just seems fitting that I...well...I give you this."

Before Fluttershy could question anything, Rainbow opened the box and revealed what was inside. When she did, Fluttershy gasped and placed both her hooves over her mouth in a mix of astonishment and panic.

In the box was a pair of barrettes for her mane. Both of them were in the shape of butterflies, much like the Cutie Mark she had. However, they were both made of solid gold and were encrusted with pink diamonds that glistened in the sunlight.

There were no words that could describe what Fluttershy was feeling at that moment. A part of her was really excited that Rainbow had gotten her such an expensive-looking present. However, another part of her was scared, scared as to why she was giving her this in the first place.

"Do..." Rainbow managed to say, "Do you like them?"

Fluttershy looked at Rainbow, then at the barrettes, and then back at Rainbow. She tried to find something to say to her, something to answer her question. However, no matter how hard she tried, she just couldn't bring herself to say anything.

Looking around nervously, Rainbow Dash said, "Rarity helped me pick them out. She knew what you'd like and what would look good on you. You know that I'm not really good with jewelry and all."

She smiled awkwardly at the yellow Pegasus, who was still at a loss for words.

_Come on, say it,_ she thought to herself. _Just tell her._

Clearing her throat, the cyan Pegasus said, "Fluttershy, I've known you since we were both fillies in Flight Camp. We've been the best of friends for the longest time now and...well...I was hoping that...maybe we can...I don't know...become _more_ than just friends?"

The end of her statement came out like a question, which caught Rainbow off guard for a moment, since that wasn't her intention. However, that minute detail was nothing in comparison to the big situation at hand.

Fluttershy's eyes widened even more than before the moment Rainbow had asked her the question. Her heart began skipping beats as her breathing became more and more shallow. It felt like the entire world came to a halt, freezing them in the moment. If it wasn't for the fact that she couldn't feel her wings at that time, she probably would have flown away in a fit of panic. However, she did feel her cheeks beginning to feel warm.

She looked at Rainbow Dash, who wore a worried smile on her face. It was pretty clear that she was just as nervous about this as she was. However, that didn't ease the anxiety in the slightest. She felt her eyes beginning to tear up, but she didn't know if it was out of sadness or out of joy. A part of her wanted to say yes, to accept Rainbow's generous offer to become "more than just friends". She _had_ known her since they were young and they had grown much closer than any other of their friends. Running the thought through her mind, she felt that doing so wasn't such a bad idea; she was confident that her friends would understand. If they were generous enough to help plan this entire event for the two of them, then it was obvious they were supportive of the idea. However, with everything she was thinking telling her "yes", the only words that managed to escape her lips changed to mood in an instant.

"N...No."

Immediately, she turned her head away from her friend, trying to hide the tears that began flowing down her cheeks. She cursed herself for not being able to fly away because that seemed like the most reasonable option at the time. She tried to spread her wings, but it felt as if some sort of adhesive was keeping them locked at her sides, preventing her from moving where she was.

Rainbow's face immediately dropped, her eyes widening with worry and sadness. "No?" she managed to ask softly, "W-Why not?"

Fluttershy didn't answer. She just kept her back to her, crying her eyes out into the cloud they were sitting on. Closing the jewelry box and tucking it under her wing, the cyan Pegasus went over to her and began rubbing her hoof on her back, trying to comfort the yellow Pegasus as much as she could.

"I...I'm sorry, Rainbow Dash..." she managed to say through tears, "I'm so, so sorry."

"Hey, don't be sorry," said Rainbow, trying her best not to let the rejection get the better of her, "It's okay, I'm not mad, honest!"

Several moments when by before Fluttershy could gather up enough nerve to look at her cyan friend. When she did, she saw that Rainbow was wearing a smile on her face. However, she could see in her eyes that she was heartbroken, let down by what she had said to her.

"Y-You're not..." she managed to say, "You're not...mad at me?"

"Of course not," she said, feigning the best smile she could muster, "Though, if it's not too much to ask, can you please tell me why?"

The moment she asked the question, Rainbow felt the smile she was faking fade away like a snowflake that fell into the ocean. As much as she hid her pain well, she was crying on the inside, not sure as to why Fluttershy would reject her offer.

Slowly, Fluttershy sat up on her haunches and looked her friend in the eyes, tears still streaming down her face. She wiped them with a hoof and managed to say, "I...I mean...you see..."

Seeing that she was having difficulty explaining herself, Rainbow Dash said, "You can be honest with me, Fluttershy. I promise I won't get mad or anything. Cross my heart, hope to fly, stick a cupcake in my eye."

Fluttershy couldn't help but let out a tiny giggle, seeing Rainbow Dash, the toughest Pegasus she knew, perform Pinkie Pie's famous creed. However, her moment of laughter was short lived as she brought her attention back to the question that was asked. She knew why she had told her no, but she was frightened to tell Rainbow Dash. However, she knew that Rainbow wouldn't get mad at her for telling her the truth. So, going against herself, she agreed to tell her, hoping against hope that her friend would understand.

"O-Okay..." she whispered, sadness and worry still evident in her tone "Well...I...I just...I don't...I...um..."

She tried her best to get the words out, still very unsure how to put them. When she looked at her friend, she could still see that she was upset, but the look in her eyes were telling her that she was getting tired of waiting for her to answer her question.

Taking a deep breath, she said, "I just don't feel comfortable with it."

When she was done, she turned her head away and tried to hide herself behind her long, pink mane, praying to herself that Rainbow wouldn't say anything hurtful to her. However, all she heard from the rainbow-mane Pegasus was a soft "Oh", nothing more.

Fluttershy turned her head to face her friend, still hiding behind her mane as best as she could. Through her hair, she was able to see that Rainbow was no longer looking at her. Instead, she was looking at the ground, hanging her head in what looked like a defeated manner. Seeing he like this, Fluttershy couldn't help but feel guilty; it was like she had told her that she wasn't capable of being a Wonderbolt.

Slowly, the yellow Pegasus inched her way towards her friend, narrowing the gap between them. The closer she got to her, the more she saw small tears beginning to stream down her face and onto the cloud beneath them. Having seen that, the guilt began hammering away at her heart, making her feel like she was some kind of criminal. However, she couldn't just accept Rainbow's offer, either.

Hoping it would help, Fluttershy said in a low whisper, "Rainbow, I'm really, really sorry."

Not turning her head to look at her, Rainbow managed to say, "...don't be."

"I can't help but be sorry, Rainbow Dash," she said, "I know you worked really hard to plan this. You went through a lot of trouble to do this for me...for us. I don't want to see you like this, Dashie. I don't want to be the reason you're upset."

Rainbow was about to say something when she felt Fluttershy's wing wrap around her, bringing her in for what felt like an embrace. Then, she felt her beginning to nuzzle against her neck, as if she was trying to comfort her. Being caught off guard for a moment, Rainbow couldn't help but look at her in surprise. However, the feeling of shock was short lived when she heard the timid Pegasus beginning to cry again. Immediately, Rainbow wrapped her arm around Fluttershy, rubbing her back as she did before.

"I'm sorry," she whispered through tears, "I'm really, really sorry."

"Don't be sorry," said Rainbow, using her hoof to lift Fluttershy's head to look her in the eyes, "You were being honest with me and that's more than I could ever ask from you. Besides, I wouldn't want you to do something you weren't comfortable with."

"R-Really?" asked Fluttershy.

"Really," said Rainbow as she used her hoof to wipe the tears from her friend's eyes. Then, Fluttershy wrapped her arms around her friend, bringing the two of them closer than before. The two of them stayed like that for several minutes, both of them lost in the tender moment and the warmth of their embrace.

After several moments, they released their embrace, both of them looking into each other's eyes. When they did, they both smiled at one another, understanding and happiness radiating from the two of them.

Unfurling her wing, Rainbow brought the jewelry box into her hooves, looking at it when she did. Then, she opened it once again and looked at the barrettes inside, both of them still glimmering from the light of the sun. Using her free hoof, she took one of them out and brought it over to Fluttershy's mane. As best as she could, she managed to clip it into her hair, slightly holding back the part of her mane that usually dangled in front of her eyes. Then, she took the other and put in on the other side. It didn't hold back any part of her mane like the other one did, but it still looked beautiful on her. All the while, Fluttershy remained motionless, watching her friend place the jewelry in her mane.

When she was done, Fluttershy tapped one of them with her hoof and said, "Rainbow...I…"

Knowing what she was probably going to say to her, Rainbow Dash said, "I want you to have them, anyway. Consider it a 'thank you' gift, for being honest and a true friend, Fluttershy."

The yellow Pegasus blushed as she said, "Are...are you sure?"

"Of course I'm sure," said the cyan Pegasus, her voice raising higher than before.

Smiling, Fluttershy managed to say, "Thank you, Rainbow."

"No problem," she said, smiling at her.

Then, the two of them looked out over the sunset, watching the sun slowly beginning to creep below the horizon. When they did, both of them smiled, letting out a contented sigh.

Then, a though came across Fluttershy's mind. "Rainbow, are you sure you're not mad at me for...you know...telling you 'no'."

"Of course not," said Rainbow, her voice soft and content, "I mean, I really hoped we could be more than just friends, but, like I said, I wouldn't want you to do what you weren't ready for."

Blushing slightly, Fluttershy managed to say, "Maybe someday we can become _more_ than just friends."

"Whenever you're ready," said Rainbow, as she wrapped her wing around Fluttershy. When she did, she rested her head on her shoulder, the two of them overlooking the sunset.

"Thank you for understanding," said Fluttershy.

"No," said Rainbow, "Thank you for being honest. You're a really good friend, Fluttershy. Above all else, I think that's all I really want."

With that, the two of them watched Celestia's sun slowly disappear over the horizon, both their wings wrapped around one another. They may have been "just friends", but they were glad that they were spending the tender moment together.

**The End**

_A/N: Song of Inspiration: "Above All Else - Sky Sanctuary Remix" by RSbestdude55 (on Youtube. Leave them a comment because they deserve it.)_


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